Case 1:15-cv-09003-LTS-SN Document 248 Filed 11/02/18 Page 1 of 5

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
---------------------------------x
CENTAURO LIQUID OPPORTUNITIES :
MASTER FUND, L.P. :
:
Plaintiff, :
: 15 Civ. 9003 (LTS)(SN)
- against - :
:
ALESSANDRO BAZZONI, CINQUE :
TERRE FINANCIAL GROUP, LTD., :
CT ENERGIA LTD., and CT ENERGIA :
LTD. d/b/a ELEMENTO LTD., :
:
Defendants. :
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DECLARATION OF FRANCISCO D’AGOSTINO

IN OPPOSITION TO
PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT

FRANCISCO D’AGOSTINO, pursuant to 28 U.S.C. § 1746, declares as follows:

1. I make this declaration in opposition to plaintiff ‘s the motion for partial summary

judgment. The matters set forth below are based on my personal knowledge, except where stated

to be based upon knowledge and information.

2. In or about September 2015, I facilitated a meeting in Miami among Alessandro

Bazzoni, Richard Rothenberg, Alex Goldstein, and my step brother, Eduardo Cisneros.

3. At that time, I understood that Messrs. Bazzoni, Rothenberg, and Goldstein were

seeking financing to pursue an oil trading business to be established in Malta.

4. At that time, I also understood that my step brother Eduardo had significant

responsibility respecting the investments of his father, Ricardo J. Cisneros.

5. The initial meeting was successful and Eduardo Cisneros agreed to pursue the

investment.
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6. In connection with the anticipate investment, I soon became a shareholder and

director of a newly established Malta company, CT Energia Oil and Gas Ltd. (“CTEO&G”). Mr.

Bazzoni was the other shareholder. CTEO&G was to serve as the holding company for the

entity that would pursue the trading activity, originally called CT Energia Ltd., but later renamed

Elemento Ltd. (“Elemento”). I became a director of Elemento in November 2015. See Exhibit

A.

7. As result of further negotiations, Eduardo Cisneros agreed to arrange to provide

$30 million to CTEO&G/Elemento (the “Financing”). In broad terms the agreement provided

for Financing to be provided by Cedaridge SA, a company I understood to be ultimately owned

by Ricardo Cisneros. The Financing was to be structured as a loan and was to provide Cedaridge

with a 50 percent shareholding interest in CTEO&G/Elemento. In addition, the Financing was to

provide that no transactions would be pursued without the approval of all relevant parties,

including Eduardo Cisneros, acting on behalf of Cedaridge.

8. The Financing was provided in early 2016, after which Elemento began to pursue

transactions.

9. I was not actively involved in the day-to-day affairs of Elemento. But I was

involved in the ultimate review of proposed transactions and strategic management of the

company. Mr. Bazzoni and Eduardo Cisneros were also involved in such reviews. To the best

of my knowledge, Elemento did not conclude any transaction without the approval of me, Mr.

Bazzoni, and Eduardo Cisneros. Proposed transactions were reviewed principally but not

exclusive via an instant messaging system called Slack. To the best of my knowledge, Elemento

conducted no trading before receipt of the Financing.

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10. By mid 2016, I began to distance myself from Elemento. I resigned as a

director of Elemento on August 18, 2016. See Exhibit B.

11. By the end of August 2016, Mr. Bazzoni and I, then the only shareholders of

CTEO&G, agreed to transfer our entire interest in Elemento to a Cisneros company. This was

based on two events. First, it had been agreed from the outset that Ricardo Cisneros or one of his

companies would be an equal owner of CTEO&G and Elemento. I understand, however, that

the process of share transfer had been delayed, causing frustration on the part of the Cisneros

team. Second, I understood that Eduardo had been disappointed in Elemento’s performance and

with the resulting likelihood that it would not repay the Financing within the time originally

contemplated. I record that developing frustration in an email I wrote to Messrs. Bazzoni,

Rothenberg, and Goldstein on August 22, 2016, following my conversation with Cisneros

personnel. A copy of that email is included in Exhibit C. To address these concerns, I

understood that Eduardo Cisneros determined to take full and total control of Elemento.

12. As result, Mr. Bazzoni and I, through CTEO&G, transferred the entire share

ownership of Elemento to another Cisneros company, CISA Holdings Ltd, in exchange for

CISA’s assumption of the obligation to repay the Financing. Pursuant to terms essentially

agreed by the end of August 2016, that transaction closed in February 2017.

13. Since February 2017, I have had no ownership interest in Elemento. I continue to

have sporadic involvement in its affairs, as I have a continuing interest in its success and an

appropriate return on the Cisneros’s investment, which I introduced.

14. I note that the plaintiff has presented emails from December 2017 in which my

signature block indicates that I am an Elemento “managing director.” The title is self bestowed

and is a holdover for a time when I was more actively involved in Elemento’s affairs.

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15. I have seen the email chain bearing production numbers Elemento 000195-199,

Exhibit 29 to plaintiff’s 56.1 statement. This email chain concerns negotiations respecting the

Financing and involves among other persons Joan Jensen, a Cisneros lawyer. My signature

block in that email chain identifies my role a “managing director” of the newly established Malta

company originally called CT Energia Ltd., but later renamed Elemento. I was never associated

or involved with the similarly named BVI entity or with Cinque Terre Financial Group Ltd.

16. I have never received any compensation from Elemento. I have never received

any compensation from CTEO&G.

17. I have reviewed my email to Alex Goldstein dated July 12, 2016

(GoldsteinOOOO78-79), plaintiff’s exhibit 80. In that email I wrote, “During our transition

period into the new company now Elemento for the months of: November, December, January,

February and March we supported everybody, including you, by paying their salaries.” The

“we” does not refer to Elemento and it does not refer to Cinque Terre Financial Group Ltd. or

CT Energia Ltd. (BVI) or any other company. Indeed, I had no involvement with either of those

companies or any other company in which Mr. Bazzoni was involved. Rather the “we” refers to

Mr. Bazzoni and me personally. During the stated time we provided some funds to two of the

referenced individuals.

18. Prior to the transfer of Elemento to Cedaridge (which closed in February 2017),

Elemento had little commercial success. It closed one or two transactions, generating a modest

profit, but overall the company operated at a loss, which as noted above, was a source of

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frustration for the Cisneros team.

I declare under the penalty of perjury under the laws of the United States of America that the
foregoing is true and correct.

Dated: November __,

2018
_________________________
Francisco D’Agostino

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